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CONSULTANT SERVICES AGREEMENT

THIS CONSULTANT SERVICES AGREEMENT is made the ___ day of __________________ (the

“Effective Date”)

BY AND BETWEEN:

(1) Ministry:

Department:

Address:

(hereinafter called the “Government”) of the one part; and

(2) The consultant as identified and set out in Schedule A (hereinafter referred to as the “Consultant”

or “you”) of the other part.

The Government and you are individually referred to as a “party” and collectively as the “parties”.

This Agreement including any schedules and appendices sets out the terms and conditions upon which

you will provide services to the Government.

IN WITNESS WHEREOF, the parties, or their authorized representatives, have read and agree to the terms

and conditions of this Agreement on the Effective Date.

SIGNED by a duly authorised officer/

Representative of the Government who

declares that an Application Form has been

completed in accordance with Section 10.5.2

of the Financial Instructions.

Signature:

Print Name:

Title:

SIGNED by the Consultant or a duly

authorised officer/representative for and

on behalf of the Consultant

Signature:

Print Name:

Title:

SIGNED by the Head of the Civil Service of

the Government in accordance with Section

3.2.1 of the Conditions of Employment and

Code of Conduct.

Signature:

Print Name:

Consultant Services Agreement - 2017

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SCHEDULE A

STATEMENT OF WORKS

This Schedule is incorporated into the Agreement. Capitalized terms used but not defined in this Schedule

will have the meanings given to them in the Agreement. If a term in this Schedule conflicts with a term in

the Agreement, the provisions of this Schedule will prevail to the extent of such conflict. References in this

Schedule to Sections and Exhibits will refer to the Sections and Exhibits of this Schedule unless otherwise

noted.

1. Consultant Name and Contact Information:

Consultant:

Address:

Tel:

Mobile Tel No:

Email:

2. Term and Termination

2.1 This Agreement shall be effective on the Effective Date. The Services shall commence on the

Commencement Date and continue until the Completion Date, whereupon this Agreement shall

end and expire unless terminated earlier in accordance with its terms.

Commencement Date:

Completion Date:

Termination Notice Period:

2.2 In the event that services are provided to the Government beyond the Completion Date of this

Agreement, the terms and conditions of this Agreement shall continue on a day-to-day basis

terminable without cause upon 24 hours prior written notice by either party to the other.

3 Fee

3.1 The Government will compensate you the fee as set out below and all such amounts are to be paid

in arrears, unless otherwise stated:

Rate Fee

You will be paid the following for the Services: BMD per hour

Total BMD$


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3.2 The Fee will be subject to deductions by law in the event that you have not registered as a service

provider with the relevant Government department.

3.3 The Fee will be subject to further deductions for the following reasons:

a) Where there has been an overpayment to you for any reason;

b) Where the Government has suffered loss by your failure to follow instructions or exercise

due diligence;

c) If you cause damage to Government’s property (including software), the value of

replacement or repair of the damaged property (including damage to any software or

Government systems by intrusion of viruses or malware as a result of your errors or

omissions) shall be deducted from the Fee;

d) If you leave or terminate this Agreement without giving the required notice, the value of the

Fee for the notice period may be deducted;

e) When you no longer provide Services to the Government, there will be a deduction of any

overpayments or advances of payment taken in excess of the Fee; and

4 Insurance

If required by the Government, you shall acquire the Insurance Policies in the amount as set out

below, subject to the insurance section of the General Terms and Conditions:

Insurance coverage Minimum Coverage Amount

Professional Liability BMD$1,000,000

5 Expenses

5.1 Any Expenses (as defined below) associated with this Schedule, in addition to the Fees (as defined

below), shall be those Fees and Expenses associated with providing the Services in accordance with

this Agreement.

5.2 If applicable, while performing the Services in or from Bermuda, the Representative may require

accommodation in connection with the provision of Services. In the event that accommodation is

required, the Government may assist you or the Representative in acquiring accommodation but

the Government shall not be liable to pay for such accommodation. You shall be liable for all

Expenses and utility fees (including water, telephone and other charges) incurred by residing or

otherwise staying at a property of your own choosing. You agree to abide by the rules and

regulations of the property owner and you shall indemnify the Government against any losses the

property owner may suffer as a result of your or the Representative, residing or staying at that

property.

5.3 All requested Expenses shall be provided to the Government in writing prior to any such Expenses

being incurred. All air travel shall be at economy class, unless otherwise agreed in writing. You,

the Representative, and any other person engaged by you, are not permitted to incur additional

expense, costs or charges without the prior written consent of the Government.

5.4 Approved Expenses shall be paid in accordance with this Agreement.

6 Taxes

You will be responsible for tax payments and for providing information as requested:

6.1 To register and pay all taxes including but not limited to, payroll tax and social insurance

(“Taxes”), in a timely manner.


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6.2 To provide proof of payment of all amounts due to Government such as any Taxes and all other

receivables to Government, before final payment is made to you.

6.3 Your tax information:

Payroll Tax No Social Insurance No.

6.4 By signing this Agreement, you consent to the Government deducting due or outstanding Taxes

from the Fee on your behalf.

7 Invoicing Terms

7.1 You shall provide a monthly invoice for the Services as set forth herein, with supporting

documentation and itemizing the following:

a) Your name, invoice date and invoice number;

b) Change Order number, if applicable;

c) Details of Services performed;

d) Time and services rendered in hourly (or less than daily) increments with sufficient detail to

determine appropriate expenditure of hourly efforts;

e) Other supporting documentation (including copies of any invoices or receipts for

reimbursable expenditures as provided for herein);

f) Mailing address and the person to whom payment is to be sent or the banking institution

and full account information for payment by wire transfer (unless such information has

previously been provided to the Government); and

g) Telephone number, fax number and e-mail address.

7.2 Government shall pay all fees and/or undisputed invoices 60 days in arrears. The Government

may dispute an invoice within 90 days of receipt, however, the Government reserves the right to

dispute payments made on an invoice at any time if it suspects fraud, willful misconduct, errors,

duplication of work or negligence on your part (“Faults”). In the event that any Faults are

discovered in relation to payments made to you, the Government reserves the right to recover

such payments from you, at your cost (which shall include all legal and collection fees and

expenses) or to set off any disputed amounts against unpaid invoices.

7.3 Your failure to timely submit a proper invoice as set forth in this section may result in a delay in

payment by Government. No interest shall be paid with regard to any late payment to you or

your Representatives resulting from your failure to submit a proper invoice or otherwise comply

with the terms of this section. You agree that the Government is not responsible, nor will it be

liable to you or under law or equity for any and all expenses that you or your Representative’s

may incur resulting from any delays in payment caused by your failure to comply with the terms

of this Agreement.

7.4 Government reserves the right to refuse to pay an invoice in the event that the invoice is presented

6 months after the time when it should have been presented for payment.


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GENERAL TERMS AND CONDITIONS

IN CONSIDERATION of the premises and

mutual promises in this Agreement the parties,

intending to be legally bound, agree as follows:

That in this Agreement, capitalized terms have

the respective meanings referred to in this

Agreement, words by their context importing the

plural shall include the singular and vice versa,

references to either gender includes any other

gender or a neutral entity where appropriate, and

a reference to any statute or regulation or law

means as amended from time to time and include

any successor legislation, regulations or laws.

Where the contexts requires, the word

“Consultant” shall include the word “you” and

vice versa.

1 Definitions

In this Agreement unless the context

otherwise requires, the expressions set forth

below have the following meanings in any

schedules or annexes hereto:

“Agreement” means this Consultant Services

Agreement and includes these General Terms

and Conditions, any schedules, appendices or

annexes attached in accordance with the

obligations or deliverables under this

Agreement;

“Appendix 1” contains the objective, instructions

or other information related to the provision of

the Services not contained in Schedule A;

“Business Days” means Monday to Friday

between 9am – 5pm in Bermuda;

“Claims” means any written or oral claims,

actions or demands for money (including taxes or

penalties) or services or for any allegation of a

breach in rendering or failure to render any

Services performed or which ought to have been

performed. Claims also includes patent, trade

secret, copyright, or other intellectual property

right claims, claims connected to Equipment,

costs, penalties, fees and expenses (including

legal and professional fees, charges or expenses);

“Commencement Date” means the date of the

commencement of the Services as set out in

Schedule A;

“Completion Date” means the date of the

completion of the Services as set out in Schedule

A;

“Confidential Information” means the terms of

this Agreement as well as any information or

Data disclosed to you which (i) if in tangible

form, is marked clearly as proprietary or

confidential, (ii) if oral, is identified as

proprietary, confidential, or private on disclosure

or (iii) any other information which is not in the

public domain, which upon receipt by the

Government should reasonably be understood to

be confidential, provided, however, that such

information or data is provided under or in

contemplation of this Agreement;

“Contact” means the Public Officer appointed as

the liaison between you and the Government;

“Consents” means any qualifications, rights,

permits, licenses, authorizations or other

consents;

“Data” means logbooks, records or data files

used or created pursuant to the Services

(including electronic storage media, software

data, data base and data base rights, personal or

personally identifiable information relating to an

identified or identifiable individual voice and

data transmissions including the originating and

destination numbers and IP addresses, date,

time, duration), and other relevant data

connected with the Services;

“Equipment” means any Consultant provided

equipment including any hardware, software or

cables used to provide the Service;

“Expenses” means all expenses, charges and

costs (including all costs, fees, charges, fines and

penalties related to travel and accommodation),

penalties and fines;

“Fee(s)” means the fees to be paid to you for the

Services provided in accordance with the terms

of this Agreement;

“Good Industry Practice” means the exercise of

that degree of skill, care, accuracy, quality,

prudence, efficiency, foresight and adherence to

timeliness as would be expected from a

professional individual or leading company

within the relevant industry or business sector in

Bermuda or in England;


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“in writing” shall mean any fax, letter or

purchase order on the Government’s letterhead

bearing the signature of an authorised person or

an e-mail emanating from the personal e-mail

address of an authorised person;

“Insurance Policies” means an amount of not

less than the minimum level of insurance

required by law or regulatory body or that is

required to cover for similar services as are

provided in this Agreement or the amount as set

out in Schedule A, whichever is greater, covering

you, or your officers, directors, employees,

agents, or subcontractors, professional

negligence and errors and omissions, and shall be

on an “occurrence” basis. “The Government of

Bermuda” shall be endorsed as an additional

insured on the required policy or policies and the

insurances afforded to the Government of

Bermuda shall be primary insurance;

“Loss” means all losses, Claims, damages, costs,

fees, charges, penalties, expenses including legal

and professional fees, expenses and

disbursements, costs of investigation, litigation,

settlement, judgment and interest, lost revenue,

loss of opportunity to make money, loss of

contracts or for the inability to fulfill customer

contracts, lost or damaged data or other

commercial or economic loss, whether based in

contract, tort (including negligence) or any other

theory of liability or other loss not limited to

those contemplated at the time of entering into

this Agreement and whether such loss or

liabilities are direct, indirect, incidental, special

or consequential;

“Materials” means written advice, project

specifications, designs, drawings, plans,

specifications, reports, tenders, proposals or

other information and related documents

provided by you or the Representative related to

the Services;

“Outcomes” means the targets, results or goals to

be achieved as specified in Schedule A;

“Public Officer” means any person employed

by, or acting as an agent for, the Government;

“Representative(s)” means, the person(s)

providing the Services on your behalf and

includes any person engaged by you, if

applicable;

“Services” means the services including

Equipment provided by you or by a

Representative under this Agreement;

“Schedule A” means the schedule which forms a

part of this Agreement and contains instructions

for the performance of the Services, Fee,

Expenses and Term; and

“Security Procedures” means rules and

regulations governing access to, and health and

safety procedures while on, Government

premises; and information technology security

protocols;

“Term” means the term of this Agreement as set

out in Schedule A.

2 Provision of Services

2.1 The objective for the provision of Services

shall be set out in Appendix 1.

2.2 You and the Representative agree to

perform and complete the Services in

accordance with and subject to Schedule A,

Appendix 1 and these General Terms and

Conditions and the Government agrees to

pay the Fee for the Services.

2.3 You may not subcontract your obligations

under this Agreement beyond using the

Representative, without Government’s

prior written consent.

2.4 In the event that it is required and with

Government prior due diligence and

written approval, you may appoint a

Representative who shall have full

authority to act and provide Services on

your behalf. The Representative shall be

named in Appendix 1.

2.5 You shall, and ensure that the

Representative, co-operates with the

Government’s employees where this is

necessary to effectively carry out your

obligations under this Agreement.

2.6 The Government may request, by notice in

writing to you, the replacement of the

appointed person, and agreement with

such request shall not be unreasonably

withheld. You shall use your best

endeavors to replace the appointed person

with another qualified individual

employed by you, and such replacement


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shall be subject to approval by the

Government.

2.7 You shall provide Materials as requested or

by the date as agreed between the parties

and the Government shall have the right to

take possession of and use any completed

or partially completed portions of Material

notwithstanding any provisions expressed

or implied to the contrary.

2.8 You acknowledge that the Government

will be:

a) relying on the Materials on the basis

that they are accurate and complete in

all material respects and are not

misleading;

b) relying on your and the

Representative’s skills, expertise and

experience concerning the provision of

the Services;

c) relying on the accuracy of all

Outcomes and all the information and

materials included in the Materials;

and

d) using your reports, Outcomes and any

other advice and assistance provided

under this Agreement.

2.9 The Services shall be provided in such

place and location as instructed by the

Government.

2.10 If the Services are required to be provided

on the Governments’ premises or use

Government IT systems, you and the

Representative will conduct yourselves in

a professional and safe manner and you

and the Representative shall at all times

comply with and be subject to Security

Procedures.

2.11 Failure to adhere to the Security

Procedures and the requirements of this

section may be considered a material

breach of this Agreement and may result in

termination for default.

2.12 The Government shall inform you of the

Contact, i.e. whom you or the

Representative shall be reporting to and

who will accept the Services.

2.13 Services are provided on a non-exclusive

basis to the Government in Bermuda.

3 Additional Services

3.1 Additional services or variations in the

Services may be required after the date of

execution of this Agreement and may be

performed upon written approval of the

Government. Such written approval shall

be evidenced by a change authorization

order (“Change Order”) or such other

written authorization as approved and

signed by the Contact or a duly authorised

Public Officer. In such case, a Change

Order shall be issued within a reasonable

time thereafter.

3.2 All Change Orders are subject to the terms

and conditions of this Agreement.

3.3 Fees for additional services shall be agreed

by the Government in writing prior to any

additional services being performed.

3.4 Only services which are not required for

performance of the Services to be provided

hereunder shall be deemed additional

services.

4 Fee and Taxes

4.1 The Government shall pay you the

undisputed Fee within 60 days of receiving

a valid invoice setting out information

required with the invoice in accordance

with Schedule A.

4.2 The Government may withhold payment

of any Fee or Expenses in respect of which

it has queries or where the Contact reports

unsatisfactory performance of Services.

You will cooperate promptly and fully to

resolve any such queries. Where the

unsatisfactory performance continues for

at least 30 days, the Government may

suspend payment of the Fee related to that

unsatisfactory performance, at no liability

to the Government.

4.3 Except as set out in Schedule A, no other

amounts are payable by the Government to

you or the Representative. Government

may set off any amounts owed by you to

the Government against any Fee or

Expenses.

4.4 The Government shall pay by direct

transfer into your bank account. It is your


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responsibility to inform the Government of

your current contact details in order that

the Government can contact and pay you.

4.5 Taxes: You will be responsible for payment

of payroll tax and social insurance

contributions and for providing

information in accordance with Schedule

A.

5 Warranty and Representations

5.1 You represent and warrant that you and

the Representative, will perform all

activities relating to the Services:

a) in accordance with Good Industry

Practice and in a professional and

lawful manner;

b) if applicable, using appropriately

skilled and experienced personnel

whose identity, address and right to

live and work in Bermuda and (to the

maximum extent permissible) whose

absence of relevant criminal records

has been verified;

c) in strict accordance with the standards

and timelines set out in Schedule A

and Appendix 1, free of defects, errors

or faults, in order to meet the needs of

the Government; and

d) in accordance with applicable law;

rules, regulations, manuals, guidelines

or policies, including the current

financial instructions issued by the

Accountant General of the

Government.

5.2 You represent and warrant that this

Agreement is executed by you or by your

duly authorized Representative and that

you have obtained all required

authorizations and capacity in order that

you can fulfill your obligations.

5.3 You are responsible for all acts or

omissions of a Representative relating to

the Services and for ensuring their

compliance with the requirements of this

Agreement.

5.4 You will seek prior permission from the

Government prior to outsourcing any

service. In the event of any outsourcing,

you will be responsible for all outsourced

services or personnel.

5.5 You shall procure the benefit of any

warranties or guarantees in respect of

goods and materials you supply to

Government and provide copies of such

warranties or guarantees.

5.6 You will provide information or sign any

other agreements necessary or as requested

by the Government, in order that either

you or the Government can fulfill their

obligations under this Agreement.

5.7 You acknowledge and warrant that you are

fully satisfied as to the scope and nature of

the Services and of your obligations under

this Agreement and that you have the

corporate power and authority to enter

into, and perform your obligations under,

the Agreement.

6 Progress Report

If required, you shall submit progress

reports in connection with the Services

(“Reports”) on at least a monthly basis, or

as otherwise required, to the Government.

The Reports shall include a summary of the

activities and accomplishments during the

previous reporting period. The Report will

relate to your itemized invoice for time

spent in the prior month and include an

itemized forecast of the intended time to be

spent on known activities in the coming

month (which will require ratifying by

Government). It will also include YTD

totals for payments received and work

completed (expressed in $). Any decisions

and/or actions required of the Government

during the upcoming reporting period(s)

should be included in the Report. The

specified date for submission of the

Reports for the reporting period shall be

determined by the Government.

7 Inspection and Approval of Services

7.1 The Government shall at all times retain

the right to inspect the work provided by

you or the Representative and you consent

to visits to your premises in order to

inspect the Services or Materials and

Government shall have the right to review,

require correction or additional follow up,

if necessary, and accept or reject the

Services and any Materials submitted by


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you or the Representative.

7.2 Review(s) of any written work product

shall be carried out within 30 days of

receipt, unless extended to a date certain by

the Government, so as not to impede your

work.

7.3 You shall make any required corrections

promptly at no additional charge and

return a revised copy of the written work

product to the Government within 7 days

of notification or a later date if extended by

the Government. In the event that you are

required to implement changes with

respect to your performance of Services,

such change shall be implemented within a

reasonable time, as determined by the

Government in consultation with you.

7.4 Your failure to proceed with reasonable

promptness to make necessary corrections

shall be a default. If your corrected

performance or written work product

remains unacceptable, the Government

may terminate this Agreement, reduce the

Fee and/or reject the hours submitted in

connection with such work to reflect the

reduced value of services received.

8 Time of the Essence

8.1 You are responsible for managing time in

order to complete your obligations under

this Agreement and shall complete any

portion or portions of the Services in such

order as the Government may require

rather than working a specified amount of

time and you recognize that working

outside of regular work hours may be

necessary in order to fulfil your obligations

and responsibilities without additional

compensation of any kind.

8.2 In the event that there are no specified

hours for you to provide Services, you will

be required to be available to provide

Services during the period as set out in

Appendix 1 in order to achieve your

objectives and the Services, subject to the

needs of the Government. When there is

no unscheduled or urgent work involved,

any provision of Services will be confined

to a 5 day work week.

8.3 The Government shall give due

consideration to all Materials submitted by

you or your Representatives, and shall

make any decisions which are required to

be made in connection therewith within a

reasonable time so as not to delay the

progress of the work.

9 Equipment

9.1 You shall ensure that all Equipment used

in order to provide the Service will perform

according to published technical

specifications for such Equipment and

Government’s interface specifications for

such Equipment and otherwise complies

with Government’s specifications for the

Service.

9.2 Where software is provided with

Equipment that you provide, you grant

Government a non-exclusive and non-

transferable license to use such software,

including any related documentation, to

enable Government use a Service.

9.3 You retain title and property rights to the

Equipment that you provide under this

Agreement, whether or not the Equipment

embedded in or attached to real or personal

property. Unless specifically stated in the

Agreement, Government neither owns nor

will acquire any right of ownership to any

Equipment, including, but not limited to,

copies, and any related patents, copyrights,

trademarks, or IP addresses assigned to

you.

10 Remedies

10.1 If the Service does not conform to the

warranty as set out in this Agreement, you

shall, at your cost and Expense, use all

reasonably commercial efforts to correct

any such non-conformance or non-

availability promptly, or provide the

Government with an alternative means of

accomplishing the desired performance.

10.2 Without prejudice to any other rights

available to the Government, you shall, at

your cost and Expense:

a) repair or replace Equipment where

the Equipment is damaged as a result

of your, or the Representatives


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negligence, error, omission or willful

misconduct in providing the Service.

b) if the Consultant Materials are

inaccurate or misleading or the

Services are not performed in

accordance with this Agreement, then

the Government, in its sole discretion,

may:

i) require correct Materials;

ii) require, in whole or in part, the

Services to be re-performed during

the Term or within 6 months of the

Completion Date;

iii) carry out an assessment of the

value of the defective Materials or

Services and deduct that value

from amounts that Government is

required to pay you; or

iv) obtain the Materials or Services

from another service provider and

you will be required to pay all

amounts payable by the

Government in obtaining

alternative Materials or Services

from another service provider to

make good the defective

Consultant Materials or Services.

10.3 Without prejudice to any other rights

available to it, the Government may, at

your cost and expense:

a) repair, replace or otherwise fix the

Service where the equipment is

damaged as a result of your, or any

person providing services on your

behalf, negligence, error, omission or

willful misconduct, in providing the

Service; or

b) obtain Services from another service

provider and terminate this

Agreement.

11 Indemnity, Limitation of Liability,

Insurance, Force Majeure and Business

Continuity

11.1 Indemnity: You shall indemnify, keep

indemnified and defend the Government

against:

a) any Claims or Loss arising from any

breach by you or any person acting on

your behalf;

b) any Claims or Loss arising from a third

party as a result of negligent act, errors,

duplication of work, omission or wilful

misconduct by you or the

Representative,

of the terms of this Agreement.

11.2 The Government may satisfy such

indemnity (in whole or in part) by way of

deduction from any payment due to you.

11.3 If the use of a Service is enjoined as a result

of a Claim or Loss, in addition to the

indemnity set forth above, you shall (at

your expense): (i) obtain for the

Government the right to use the infringing

Service; (ii) modify such Service in a

manner that does not infringe any third

party intellectual property rights; or (iii)

substitute equivalent services that are

acceptable to the Government and does not

infringe any third party intellectual

property rights.

11.4 No Liability: In no event shall the

Government or a Public Officer be liable to

you for Loss, damage (including loss or

damage to Equipment) or for any other

losses.

11.5 Limitation of Liability: Without limiting

the provisions of this Section,

Government’s maximum aggregate

liability, for all Claims or Loss in

connection with this Agreement or the

performance thereof arising during its

entire term shall be limited to the Fees paid

to you under this Agreement for the three

(3) month period immediately preceding

the date the on which the latest Claim(s) or

Loss first arose.

11.6 Nothing in this Agreement shall exclude or

limit any liability for wrongful use of

Confidential Information, fraud,

misrepresentation, willful misconduct,

negligence, personal injury/death or any

liability which cannot be lawfully limited

or excluded and you shall accordingly

maintain in force during the engagement

full and comprehensive Insurance Policies.


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11.7 All Claims against the Government must

be commenced in court within one (1) year

after the cause of action has accrued or the

act, omission or event occurred from which

the Claim arises, whichever is earlier,

without judicial extension of time, or said

Claim is barred, time being of the essence.

11.8 Insurance: If required by the Government,

you shall maintain at your sole expense, on

a primary basis, and an “occurrence basis’,

at all times during the Term, the Insurance

Policies. The Insurance Policies shall be

evidenced by delivery to the Government

of certificate(s) of insurance executed by

the insurer(s) listing coverages and limits,

expiration dates and terms of the policy or

policies and all endorsements, and upon

request a certified copy of each policy

including all endorsements. Failure to

provide acceptable proof of insurance as

required by the Government shall entitle

the Government to either obtain or

maintain the Insurance Policies on your

behalf at your sole cost and expense, or to

terminate this Agreement without

prejudice to any other of the Governments

rights or remedies in connection with this

Agreement.

11.9 You shall be responsible for the payment of

all deductible amounts on such policy or

policies and shall on request supply to the

Government copies of such Insurance

Policies and evidence that the relevant

premiums have been paid.

11.10 You shall notify the Government forthwith

of any changes to any of the policies, or of

any claims or potential claims which have

arisen to which the insurer(s) of the above

policy or policies may be required to

respond.

11.11 The policy clause "Other Insurance" or

“Excess Insurance” shall not apply to any

insurance coverage currently held by The

Government of Bermuda, or to the

Government of Bermuda’s Self-Insured

Retentions of whatever nature.

11.12 If you subcontract any work under this

Agreement, you shall ensure that each

subcontractor maintains insurance

coverage with policy limits of at least the

amounts stated above.

11.13 The insurance requirements set forth above

do not in any way limit the amount or

scope of your liability under this

Agreement. The amounts listed indicate

only the minimum amounts of insurance

coverage that the Government is willing to

accept to help ensure full performance of

all terms and conditions of this Agreement.

11.14 Force Majeure: Neither of the parties shall

be liable for failure or delay to perform

obligations under this Agreement to the

extent that this delay is caused by flood,

fire and other event beyond its reasonable

control (not caused by its own act or

negligent omission) (“force majeure”) but

each party shall use its best efforts to

perform its obligations notwithstanding

the force majeure event.

11.15 Business Continuity: Where applicable,

you shall maintain, test and where

appropriate implement business

continuity procedures to reduce the risk of

force majeure impacting the provision of

the Services and upon request, provide

such evidence to the Government.

12 Non-Solicitation

During the Term and for a period of 12

months after expiration or termination of

this Agreement, you shall not solicit

(whether directly or indirectly) any

employee or consultant of the Government

who was involved in the performance or

receipt of the Services, unless otherwise

agreed to in writing by the Government.

13 Non-Disclosure of Confidentiality

Information

13.1 You must ensure that all Confidential

Information held by you is protected

against unauthorized access, use or

disclosure. You acknowledge that the

improper use or disclosure of such

information could be unlawful.

13.2 You will comply with Government’s

instructions if it has access to personal data


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as a result of providing the Services.

13.3 You may disclose information related to

this Agreement to your personnel on a

‘need to know’ basis as required for the

performance of the Services. You will keep

strictly confidential any other Confidential

Information and you shall only use such

Confidential Information as required for

providing the Services (and no other

purpose).

13.4 A breach or anticipated breach of the

confidentiality provisions of this

Agreement, will cause Government

irreparable harm and you agree that

monetary damages alone may not be an

adequate remedy and, accordingly, that

the Government will, without prejudice to

any other rights or remedies that it may

have, be entitled, without proof of special

damages and without the necessity of

giving an undertaking in damages, to seek

an injunction or specific performance

together with all other remedies as may be

available in law or equity.

13.5 If you or the Representative fail to abide by

the confidentiality provisions at any time,

then such failure shall constitute a material

breach of this Agreement and you shall pay

the Government the equivalent of the Fee

paid to you for a 3 month period as

liquidated damages, in addition to any

attorney’s fees and costs of enforcement.

You and anyone acting on your behalf shall

be jointly and severally liable to the

Government under this section.

14 Intellectual Property, Copyright and

Ownership

14.1 Intellectual Property: You warrant to the

Government that you or the Representative

have created the Materials for and on

behalf of the Government or has obtained

a written and valid consent and

assignment of all existing and future

intellectual property rights in the

Materials.

14.2 Materials created under this Agreement

shall be original works created by the you

or the Representative and shall:

a) not include intellectual property

owned by or licensed to a third party

except for intellectual property which

you have the right to use (including the

right to use such intellectual property

for the purposes of this Agreement);

and

b) not subject the Government to any

claim for infringement of any

intellectual property rights of a third

party.

14.3 You shall do all things necessary to assign

to the Government all existing and future

intellectual property rights in the Materials

embodying such rights to the fullest extent

permitted by law. Insofar as they do not so

vest automatically by operation of law or

under this Agreement, you shall hold legal

title in such rights on trust for the

Government.

14.4 Copyright: Copyright and other

intellectual property in work produced by

you in the course of providing the Services

to the Government shall belong to

Government, which may utilise those

deliverables freely (including by adapting,

publishing and licensing).

14.5 You and the Representative agree that all

Materials and other works created in full or

in part by you or the Representative may

be maintained, changed, modified and/or

adapted by the Government without the

consent of either you or the Representative.

Notwithstanding the foregoing, you and

the Government may agree in writing that

certain identified and designated

intellectual property rights will remain

with you.

14.6 Intellectual property, Materials or

Confidential Information may not be used

or copied for direct or indirect use by you

after expiry or termination of this

Agreement without the express written

consent of the Government.

14.7 Government acknowledges that you and

Representative possess knowledge and

expertise relating to the subject matter of


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the Services and Deliverables (“Consultant

Know-How”), which may include

intellectual property rights in certain pre-

existing tools and materials used by you in

performing the Services. Nothing in this

Agreement is intended to transfer to

Government any rights in the Consultant

Know-How, which shall remain your

property. To the extent that any

Consultant Know-How is included in any

Materials or Outcomes, you hereby grant

to Government a perpetual non-exclusive

right and license to use and reproduce the

Consultant Know-How to the extent

reasonably necessary to exercise

Government’s rights in the Outcomes.

14.8 Government logo: You may not use

Government’s name or logo for any

publicity or marketing purposes, unless

consent for such use is provided in writing.

15 Term, Termination and Suspension

15.1 The Term of this Agreement shall be as set

out in Schedule A.

15.2 Either party may terminate a Service or this

Agreement, in part or in whole, during the

Term upon prior written notice without

cause in accordance with the termination

notice period as set out in Schedule A.

15.3 Government may terminate this

Agreement at any time based upon your

default of your obligations under this

Agreement. The Government, in its sole

discretion, may provide you with a notice

to cure (“Cure Notice”) the breach that

would otherwise amount to a basis to

terminate this Agreement as a result of

your failure to fulfill your obligations

hereunder. You shall respond to any such

Cure Notice within a reasonable time or

within such time as provided therein, and

you shall either cure the specified breach or

provide assurances to cure the same which

the Government, in its sole discretion,

deems adequate.

15.4 Either party may terminate this Agreement

immediately, if the other party:

a) commits a material breach of this

Agreement, which is not remedied

within 30 days of notice by the other

party informing them of the material

breach; or

b) commits an irremediable breach; or

c) is subject to a change of control or

chooses to discontinue its business; or

d) if the other party has a lack of funding

or becomes or is deemed insolvent; or

e) if the other party’s performance is

affected by a force majeure event which

lasts 7 days or more.

15.5 In the event of termination of this

Agreement, all Fees due and payable shall

be paid to you.

15.6 Upon expiry or termination of this

Agreement, you shall return all

Government property or information or

you shall irretrievably delete, as

commercially practicable as possible, all

Confidential Information, stored in any

way using any device or application and all

matter derived from such sources which is

in you possession, custody or power and

provide a signed statement that you have

fully complied with you obligations under

this section.

15.7 Upon expiry or termination of this

Agreement, you shall provide Government

with all such assistance as may be

reasonably necessary in order to end the

relationship in a manner which causes the

least inconvenience to the Government

including assisting with the transfer of

Data.

15.8 The Government may temporarily

suspend the Services hereunder and shall

confirm such instruction in writing to you.

15.9 Upon any such suspension, the

Government shall pay all Fees and

Expenses up until the time of such

suspension of Services. If, following

suspension of the Services, there is no

resumption within 6 months, this

Agreement may be terminated by you, and

the Government shall make a payment of

all outstanding Fees and Expenses in

accordance with this Agreement if such


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amounts are due.

15.10 The Government may issue a written order

to resume the provision of Services within

6 months of suspension in accordance with

the terms and conditions of this

Agreement.

15.11 The rights arising under this termination

clause represent your sole remedy and

excludes common law rights to terminate

and claim damages for losses you may

suffer under this Agreement.

16 Transfer of Data

16.1 Upon request by the Government prior to

or within sixty (60) days after the effective

date of termination, you will make

available to Government a complete and

secure (i.e. encrypted and appropriately

authenticated) file of Government Data in

a format to be agreed at the time including

all schematics and transformation

definitions and/or delimited text files with

documented, detailed schematic

definitions along with attachments in their

native format.

16.2 You will be available throughout this

transfer of Data period to answer questions

about all elements of the Data transfer

process so that Government may fully

access and utilize the transferred Data.

17 General

17.1 Any notice or other communication

required to be given under this Agreement

shall be duly given or served if it is in

writing (for the purposes of this section, a

notice shall be deemed to be in writing if it

is in the form of a printed or hand-written

letter or other document, or in the form of

an e-mail message), signed and delivered

by hand or sent by prepaid recorded post

to the address of the party as first set out

above (or such other address as is notified

in writing to the other party from time to

time); or sent by e-mail to the e-mail

address of the party as provided by that

party (or such other e-mail address as is

notified in writing to the other party from

time to time).

17.2 This Agreement is effective on the Effective

Date. Where this Agreement refers to past

or current obligations, this Agreement

applies retrospectively from that date.

17.3 This Agreement together with any

documents referred to in it supersedes,

extinguishes and replaces all previous

agreements, promises, assurances,

warranties, representations and

understandings, whether written or oral

including whether in invoices, emails or

otherwise between the parties relating to

the Services and is the complete agreement

between the parties.

17.4 Any amendments to this Agreement shall

be made in writing and signed by each

party.

17.5 You may not assign or transfer any rights

or obligations under this Agreement (for

example assigning or factoring invoices)

without the Government’s written consent.

Any such transfer by you in breach of this

section shall be void and be an

irremediable material breach of this

Agreement. Government may transfer its

rights and obligations under this

Agreement.

17.6 You will be an independent contractor and

nothing in this Agreement shall render you

an employee, worker, agent or partner of

the Government and you shall not hold

yourself out as such.

17.7 No one other than a party to this

Agreement, their successors and permitted

assignees, shall have any right to enforce

any of its terms.

17.8 The doctrine of Contra Proferentem shall not

be applicable in this Agreement.

17.9 Expiry or termination of this Agreement in

any manner shall not release you from any

liability or responsibility with respect to

any representation or warranty. Sections

related to indemnification, limitation of

liability, non-disclosure of information and

intellectual property shall survive

termination of this Agreement.

17.10 Waiver of any breach of this Agreement

must be in writing to be effective and shall

not be a waiver of any subsequent breach,


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nor shall it be a waiver of the underlying

obligation. Should any court determine

that any provision of this Agreement is not

enforceable, such provision shall be

modified, rewritten or interpreted to

include as much of its nature and scope as

will render it enforceable.

18 Governance

18.1 You will inform Government promptly of

all known or anticipated material problems

relevant to the delivery of Services.

18.2 You shall be responsible for payment of all

taxes associated with the provision of

Services, including but not limited to

payroll tax, social insurance and health

insurance.

18.3 You agree to provide the Government

(and, if Government requests in writing, its

auditors and competent regulatory

authorities) with full information on the

provision and delivery of the Services in an

open and cooperative way and attend

meetings with the Government to discuss

the Services and this Agreement. The

Government may disclose any information

relating to this Agreement to a regulator or

auditor.

18.4 You declare that you are in possession of

all Consents necessary for the provision of

Services and you will maintain such

Consents at all times while providing

Services.

18.5 You will notify the Government

immediately if you have any actual or

potential conflict of interest which might

affect your ability to provide the Services.

18.6 You confirm that all payments to

Government, including but not limited to,

taxes and social insurance, are current. In

the event that any payments are

delinquent, the Government may deduct,

in part or in full, any payments made to

you under this Agreement.

18.7 In connection with the Services, you will

not, and will not attempt to, bribe, corrupt

or offer any improper inducement or bribe

to any person at any time.

19 Retention of Confidential Information,

Records and Audit

19.1 You will retain any part of, or all,

Confidential Information during the Term

and following expiry or termination of this

Agreement until all appeals processes are

complete in the event of any litigation in

connection with the Services. The

Government will have full access to and

the right to examine any documents

connected to the Services, at any time

during this period. The Government must

be notified, in writing, prior to any of the

aforementioned documents being

destroyed.

19.2 You shall retain all records pertinent to this

Agreement for a period of 3 years

following expiration or termination hereof.

19.3 You shall establish and maintain books,

records, and documents (including

electronic storage media) in accordance

with Canadian Generally Accepted

Accounting Principles and practices which

sufficiently and properly reflect all

revenues and expenditures of funds

provided by the Government, including all

receipts, invoices, payroll records and/or

other documentation used to substantiate

requests for payment hereunder. At any

time or times before final payment and for

3 years thereafter, the Government may

cause your records to be audited by a duly

authorized Public Officer. Records

required to resolve an audit shall be

maintained for a period of not less than 3

years following resolution of the audit or

any arbitration or litigation arising

hereunder.

19.4 The Government reserves the right to

conduct periodic visits to your premises

and/or audits after the commencement of

this Agreement to ensure continued

compliance.

19.5 Any payment or payment request may be

reduced by amounts found by the

Government not to constitute allowable

costs. In the event that all payments have

been made to you by the Government and


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an overpayment is found, you shall

reimburse the Government for such

overpayment within thirty (30) days

following receipt of written notification

thereof.

19.6 Duly authorized Public Officers shall have

full access to and the right to examine any

of the records pertinent to this Agreement

at all reasonable times for as long as such

records are required to be retained

hereunder.

19.7 You shall include the aforementioned audit

and record keeping requirements in all

subcontracts and assignments, if any,

made in accordance with this Agreement.

20 Electronic Communication

Government may communicate with you

by email. The internet is not secure and

messages sent by email can be intercepted.

You shall use your best efforts to keep your

security procedures current and all

communications by email secure.

21 Governing law

This Agreement is subject to Bermuda law

and you and the Government submit to the

exclusive jurisdiction of the Bermuda

courts in relation to this Agreement.

22 Dispute Resolution

22.1 Where the parties are unable to resolve a

dispute in accordance with this Agreement

the parties, upon agreement, may submit

such dispute for resolution by arbitration.

The tribunal shall consist of a sole

arbitrator appointed by agreement

between the parties or failing such

agreement by the Appointments

Committee of the Chartered Institute of

Arbitrators, Bermuda Branch. The

procedure to be followed shall be that as

laid down in the Bermuda International

Conciliation and Arbitration Act 1993 and

the UNCITRAL Arbitration Rules

presently in force. The place of arbitration

shall be Bermuda and Bermuda law shall

apply. The language of the arbitration

shall be English.

22.2 The decision and award of the arbitrator

shall be delivered within three (3) months

of his or her appointment, unless otherwise

agreed between the parties, and shall be

final and binding on the Parties and

enforceable in any court of competent

jurisdiction. Nothing in this section

prevents or in any way restricts either

party from seeking specific performance,

injunctive relief or any other form of

equitable remedy. The parties shall

continue to perform their respective

obligations during the dispute resolution

process set out in this section, unless and

until this Agreement is terminated in

accordance with its terms.

22.3 The costs of the arbitration, including

administrative and arbitrators’ fees, shall

be shared equally by the parties and each

party shall bear its own costs and

attorneys’ and witness’ fees incurred in

connection with the arbitration unless the

arbitrator determines that it is equitable to

allocate such costs and fees differently and

so orders in rendering judgment.

22.4 In rendering judgment, the arbitrators may

not provide for punitive or similar

exemplary damages.

22.5 The arbitration proceedings and the

decision shall not be made public without

the joint consent of the parties and each

party shall maintain the confidentiality of

such proceedings and decision unless

otherwise permitted by the other party,

except as otherwise required by applicable

law or statutes.


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APPENDIX 1

1. Service Objective

Specific hours of availability to

provide Services:

2. Representative

The following person or organization has been designated as the Representative and will be

providing the Services to the Government:

Resource Contact Details Role

Tel Number:

Mobile Number:

email:

Tel Number:

Mobile Number:

email:

Tel Number:

Mobile Number:

email:

You agree to promptly inform the Government should there be any changes to the Representatives.

3. Services provided by Consultant

3.1 You will report to your contact [ ], and provide the following services:

(a)

(b)

(c) ; and

(d) .

3.2 You shall undertake any other supplementary services that may be delegated to you.

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